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                                                                    EXHIBIT 10.2
                           COMMERCIAL LEASE

THIS LEASE, made as of the last date of execution as entered on the last page
of this agreement between TAMMY DEVELOPMENT COMPANY hereinafter referred to
as "Landlord", and CHATTEM, INC. hereinafter referred to as "Tenant".

                             WITNESSETH:

                 ARTICLE 1. PREMISES, TERM AND USE

SECTION 1. PREMISES. Landlord hereby leases to Tenant, and Tenant, hereby
leases from Landlord, in consideration of the rents to be paid and the
covenants and agreements to be performed and observed by Tenant, the
following described space of approximately 100,000 square feet known as PHASE
II-A AND PHASE II-B, SOUTH BROAD STREET CENTER, CHATTANOOGA, TENNESSEE
hereinafter referred to as "The Premises", including the ancillary parking
area and the non-exclusive right to use the common driveway for ingress and
egress.

SECTION 2. TERM. The term of the lease shall be FIVE years commencing on the
First day of FEBRUARY 1996 and ending on the last day of JANUARY 2001.

SECTION 3. PERMITTED USE. The Premises shall be used for LIGHT MANUFACTURING,
WAREHOUSING AND DISTRIBUTION and for no other use without Landlord's prior
written consent.

SECTION 4. ZONING. Landlord warrants that the premises are zoned to permit
the uses setforth in Article 1, Section 3 and are in compliance with all
applicable laws, ordinances, regulations of the United States and the State,
County and City where the premises are located. The Premises are currently
zoned M-1.

                           ARTICLE 2. RENT

SECTION 1. MINIMUM RENT. During the term of this lease, Tenant covenants and
agrees to pay the Landlord a fixed minimum rent (hereinafter called the
"Minimum Rent"), in equal monthly installments on the first day of each and
every month in advance, payable to TAMMY DEVELOPMENT COMPANY - 4289 BONNY
OAKS DRIVE, SUITE 201, CHATTANOOGA, TN 37406:

    (i)  Commencing FEBRUARY 1, 1996 and Terminating JANUARY 31, 1998 a
         minimum rent of TWO HUNDRED EIGHTY FIVE THOUSAND AND 00/100 DOLLARS
         ($285,000) per year payable in equal monthly installments of TWENTY
         THREE THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS ($23,750.00);

    (i)  Commencing February 1, 1998 and Terminating January 31, 2001 a
         minimum rent of Three Hundred Thousand and 00/100 DOLLARS
         ($300,000.00) per year payable in equal monthly installments of
         TWENTY FIVE THOUSAND AND 00/100 DOLLARS ($25,000.00);

SECTION 2. TERMINATION NOTICE. At anytime after the end of the 48th month of
the base term, both parties shall be required to provide a twelve month
advance termination notice to the other party citing its intention to
terminate the lease agreement. This condition specifically imposes an
obligation upon both parties to either terminate the lease as of January 31,
2001 or the termination date of the lease will automatically be extended in
consecutive monthly increments and the lease will continue under the same
terms and conditions, except as to the rental, until otherwise modified or
terminated in writing. The rental for the carryover term, if applicable,
commencing February 1, 2001, will be calculated based on a rate of $3.15 per
square foot, per annum.

SECTION 3. PROMPT PAYMENT WITHOUT DEMAND. Time is of the essence of this
lease and Tenant shall pay the rent herein reserved at the time and place
specified without deduction, setoff, notice, or demand. Tenant expressly
waives any and all requirements for written notice for nonpayment of rent.

                      ARTICLE 3. TAXES AND INSURANCE

SECTION 1. REAL ESTATE TAXES AND INSURANCE PREMIUMS. The landlord shall pay
all real estate taxes and assessments ("real estate taxes") and insurance
premiums imposed upon the land and building, provided,however, that Tenant
shall reimburse Landlord for the increase in its proportionate share of any
increases in the amount of real estate taxes and insurance premiums paid or
payable by Landlord on the land and building for each calendar year during
the term of this lease, and extensions, if any, over the amount which
Landlord paid for such real estate taxes (which proportionate share is hereby
agreed to be $29,453.88) and insurance premiums (which proportionate share is
hereby agreed to be $4,114.69). For the purpose of this Article, it shall be
presumed that any insurance premiums or taxes paid or payable will be for the
calendar year in which it becomes due and irrespective of any policy year or
period. In the event the total amount of taxes and insurance results in a net
decrease below the base year amounts, no reduction in rent below the minimum
rent set out in Article 2 will be allowed, nor will such decreases below the
base year amounts offset future increases.

SECTION 2. PROPORTIONATE  SHARE. Tenant's proportionate share of any increases
under Section 1 above shall be deemed to be 96.16 percent (%).


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SECTION 3. LIMITATIONS ON INSURANCE PREMIUMS PAYABLE BY TENANT. Landlord and
Tenant agree that the insurance coverage contemplated by this Article shall
include fire and extended coverage, in an amount not to exceed the building
replacement cost and in any amount sufficient to avoid co-insurance, public
liability insurance, business interuption/rental abatement insurance, and may
include other coverage commonly included in an All Risk Insurance Policy.

SECTION 4. CONTEST OF TAX ASSESSMENT. In the event of an increase in real
estate taxes hereunder, the Landlord may contest such increase through the
appropriate proceedings (however, nothing herein shall require Landlord to
contest any increases) and Tenant agrees to pay its proportionate share of
Landlord's cost in contesting such taxes. Tenant may elect to contest such
increase or participate with the Landlord to contest such increases through
the appropriate proceedings. Tenant must agree in writing to the
proportionate share of Landlord's cost of contesting such tax.

SECTION 5. PERSONAL PROPERTY TAXES. Tenant shall pay and be liable for all
taxes levied against personal property and trade fixtures placed by Tenant in
the premises and for any real estate taxes assessed as a result of Tenant's
improvements, alterations or installations.

SECTION 6. PAYMENT OF TAXES OR INSURANCE BY TENANT. The amount of taxes or
insurance premiums due from Tenant to Landlord hereunder, if any, shall be
treated as rent for all purposes of this lease and shall be payable by Tenant
to Landlord within 30 calender days after Landlord bills Tenant for such
increases. Increases, if any, for the year during which this lease commences
or terminates shall be prorated in accordance with the length of time Tenant
occupied the premises in said year.

SECTION 7. TAX ON RENTS. Should the United States of America, the State of
Tennessee, Hamilton County, the City of Chattanooga, or any other
governmental unit or agency, whether now existing or hereafter created, be
given the power to levy and collect tax from Landlord on the rentals payable
hereunder, other than general income taxes, inheritance or gift taxes, Tenant
agrees to reimburse Landlord in full for the amount of taxes so paid by
Landlord on the rentals payable under this lease. Any sums payable by Tenant
hereunder shall constitute additional rent and be included in Tenant's
monthly installment, in addition to the minimum rent, or in any payment of
additional rent.

SECTION 8. LIABILITY INSURANCE. Tenant, at Tenant's expense, shall procure
and maintain throughout the term of this lease public liability insurance
covering the premises, and the use and occupancy of same, including any
adjoining sidewalks, and parking areas, in a company or companies acceptable
to Landlord and licensed to do business in Tennessee under a policy
satisfactory in form to Landlord, naming Hudson Companies Incorporated, as
Landlord, as an additional insured, with limits of not less than $500,000.00
combined single limit. The policy or policies shall contain the provision
that they may not be canceled without first giving Landlord not less than
fifteen (15) days prior written notice. Duplicate policies or certificates of
all insurance shall be delivered to Landlord not less than (5) days prior to
each effective date.

SECTION 9. PERSONAL PROPERTY INSURANCE. It shall be Tenant's sole
responsibility to insure and keep insured, at Tenant's expense, all personal
property which is owned by the Tenant, or any other authorized occupant of
the leased premises, and which is placed or stored in the leased premises or
elsewhere in the building of which they are a part; and it is agreed that
Landlord shall have no responsibility to effect such insurance.

                       ARTICLE 4. USES PROHIBITED

The premises and all building and improvements thereon shall, during the term
of this lease, be used only and exclusively for the purposes set forth in
Article 1. Section 3, and no part of the premises or improvements thereon
shall be used in any manner whatsoever for any purposes in violation of the
laws, ordinances, regulations or orders of the United States, or of the
State, County and/or City where the premises are located, or of any duly
constituted subdivision, department or board thereof. Tenant shall not
knowingly use or occupy the premises or any part thereof, or suffer or permit
the same to be used or occupied for any business or purpose deemed extra
hazardous on account of fire or otherwise; and if by reason of the use and
occupancy of the premises, the policy covering the premises (Fire Insurance,
Extended Coverage or Liability) is to be canceled or the rate of said
insurance shall be increased, the Landlord shall have the option of
terminating this lease, or on demand, Tenant will pay to Landlord the amount
of such increase (but such increase in the rate of insurance shall not be
deemed a breach of this covenant by Tenant). Tenant covenants and agrees that
Tenant will not create or maintain, or permit others to create or maintain,
any nuisances, including without limiting the foregoing language, loud
noises, sound effects, offensive odors, smoke or dust in or about the leased
premises. Tenant shall comply in all respects with all applicable federal,
state and local laws, rules regulations and orders including without
limitation, those relating to pollution, reclamation or protection of the
environment, including laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, or hazardous or toxic
materials or waste into the air, water, or land, or otherwise relating to the
manufacture, processing distribution, use, treatment, storage disposal,
transport or handling of pollutants, contaminants, or hazardous or toxic
materials or wastes. Tenant shall indemnify, defend and hold Landlord
harmless from and against any loss, cost damage or expense, including without
limitation, attorney's fees and costs of site investigation and clean up,
incurred by or imposed upon landlord as a result of the breach by Tenant of
its obligations in this Article 4.

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                 ARTICLE 5. CONDITION AND CARE OF PREMISES

Tenant acknowledges that he has examined the leased premises and accepts them
as being in good condition and state of repair and that the capacity of the
mechanical equipment (electrical, plumbing, heating and air conditioning), if
any, is of adequate capacity for Tenant's use, and Landlord does not warrant
their condition in any respect.

Tenant, at his own expense, shall keep the premises clean, neat, and free
from trash and rubbish, and shall not commit, or permit others to commit any
waste, damage, or injury to the leased premises or the building by Tenant,
invitees, or other persons whom Tenant permits to be in or about the leased
premises. Tenant shall use reasonable diligence to keep the sidewalks
adjoining the premises, if any, free from ice and snow and at all times broom
clean and free of trash, litter, or obstructions of any kind. Tenant agrees
to maintain a fully charged dry chemical fire extinguisher of adequate
capacity of use within the premises.

             ARTICLE 6. MAINTENANCE, REPAIRS, AND ALTERATIONS

SECTION 1. OBLIGATIONS OF TENANT. Except for the repairs required of Landlord
pursuant to Sections 2 of this Article 6, Tenant shall repair and maintain
the Demised Premises, inside in good order, condition, and repair (including
any such replacement and restoration as is required for that purpose) without
limitation, interior painting, all plate glass, windows, doors, hardware,
plumbing fixtures, electric fixtures and equipment, light fixtures, bulbs &
ballasts, the heating, ventilating, and air conditioning systems, walls,
floors, floor coverings, ceilings and all machinery, equipment and facilities
forming apart of the Premises. Should Tenant fail to make any repairs or
restoration for which Tenant is responsible under this lease, Landlord may,
but will not be obligated to, make same at Tenant's expense, and the cost
thereof shall be considered additional rent due hereunder payable immediately.

SECTION 2. OBLIGATIONS OF LANDLORD. Except for any repairs necessitated by
the negligent act or omission of Tenant, its agents, servants, or invitees,
or by any unusual use of the Premises by Tenant, Landlord shall repair and
maintain in good order and condition and replace when necessary the
electrical wiring, plumbing pipes, sprinkler systems, roof and structural
portions of the building, including, but not limited to, bearing walls,
foundations, roof, and all outside appurtenances to the building.

SECTION 3. ALTERATIONS AND ADDITIONS. Tenant shall not make any alterations
or additions to the premises without Landlord's prior written consent.
Landlord shall not be liable for the cost of any alterations or additions,
all of which are hereinafter referred to in this paragraph as "alterations"
made by Tenant, and Tenant shall indemnify and save Landlord harmless on
account of claims for mechanic's materialmen's or other liens in connection
with any alterations made by Tenant, and any such liens shall exist only
against Tenant's leasehold interest, and not against Landlord's interest,
whether in fee or otherwise. Upon Landlord's request, Tenant shall provide
Landlord a waiver of lien from any contractor performing work on the
Premises. All alterations made by Tenant shall be in full compliance with all
applicable building laws, ordinances and regulations. All alterations that
may be made by either of the parties shall inure to Landlord's benefit and
shall become a part of the premises and shall belong to Landlord absolutely
as soon as made.

                       ARTICLE 7. INDEMNIFICATION

Landlord shall not be liable for any loss, damage or injury to person or
property occurring, except due to the gross negligence or intentional conduct
of the landlord or its agents, in or about the premises, and Tenant shall
indemnify and hold Landlord harmless from any and all such injuries and
damages, and shall defend any claims or legal actions arising, therefrom, and
pay all judgements resulting therefrom and shall reimburse Landlord for all
costs and expenses, including attorney's fees, paid or incurred by landlord
as a result thereof. Without in any way limiting the general language of the
sentence immediately proceeding, Landlord shall not be liable for loss of or
damage to any property at any time located in or about the premises, whether
or not Tenant is the owner hereof, including, but not limited to, any loss,
damage or injury resulting from steam, gas or electricity, or from water,
rain, snow, ice or other substance which may leak into, or issue or flow from
any part of the premises or from the pipes or plumbing work of the premises,
or from or into any other place or quarter. Landlord shall be under no
liability to Tenant on account of any discontinuance of heat, electricity,
sewer, water, air conditioning, sprinkler, gas and/or other utility,
convenience, service or facility, however such discontinuance may be caused,
and shall be under no obligation to see that such discontinuance is
rectified, and no such discontinuance shall constitute conservative eviction
or any ground for termination of this lease by Tenant. Landlord shall
indemnify Tenant and hold Tenant harmless from any and all losses, damages
and injuries resulting from the gross negligence of the Landlord or its
agents, and shall defend any claims or legal actions arising therefrom and
shall reimburse Tenant for all costs and expenses, including attorney fees,
paid or incurred by Tenant as a result thereof.

         ARTICLE 8. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY

If at any time the premises becomes totally untenantable by reason of damage
or loss by fire or other casualty and such fire or other casualty shall not
have been caused by the negligence or wrongful act or omission of Tenant,
Tenant's servant, agents, licensees or invitees, the rent shall abate until
the premises have been restored to tenantable condition, but nothing herein
is to be constructed as requiring Landlord to rebuild or restore the
premises. In the event of a loss from fire or other casualty, Landlord shall
have the election not to rebuild or recondition the premises which such
election may be exercised by written notice thereof to Tenant, given within
thirty (30) days from the date of said loss. For purposes of this Article 8,
"totally untenantable" shall mean that the premises had been damaged to the
extent that the interior of the premises and the contents therein are exposed
to the elements.


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If Landlord exercises such election, this lease shall cease and terminate,
effective on the date of such loss, and Tenant shall pay the accrued rent up
to the date of such loss, or Landlord, if the rent has been paid beyond such
date, will refund to Tenant the proportionate part of any such rent prepaid,
and thereupon this lease shall become null and void, without further
obligations on the part of either party hereto, even though the building may
at a later date be rebuilt, restored or reconditioned.

                             ARTICLE 9. SIGNS

Except for the existing signs, no signs shall be constructed or painted on
the windows, outside walls, roof or exterior of the premises without the
prior written consent of Landlord.

                ARTICLE 10. LANDLORD'S RIGHT TO GO ON PREMISES

Tenant shall permit Landlord and/or Landlord's agents or employees at all
reasonable hours to enter the Premises and examine them or to show them to
persons wishing to rent or purchase the same, or to make repairs,
alternations, or other work thereto, taking any space needed therefor, and no
compensation shall be asked or claim made by Tenant by reason of any
inconvenience or annoyance arising from anything that may be done in
repairing, altering, working on or protecting the Premises or Building of
which same may be a part, however, the necessity may arise, but this
paragraph shall not be construed as imposing any duty on Landlord to make any
repairs, alterations or additions. Tenant shall permit Landlord and/or
Landlord's agents, but only during the four months preceding the termination
of this Lease, to place upon the windows, walls or doors of the premises "FOR
SALE" and/or "FOR RENT" signs, and allow the same to remain there without
molestation and without any claim being made by Tenant for compensation on
account thereof.

                     ARTICLE 11. UTILITIES AND SERVICES

Tenant shall pay for all gas, electricity, heat, water, sewer charges, and
all other utilities used on or about the Premises, and shall pay any charges
of any company furnishing water or pressure for any sprinkler system, fire
hydrants or standpipe serving the premises. Tenant shall pay its
proportionate share of all special assessments imposed by any governmental
entity on the Premises including, but not limited to, the Storm Water Fee
instituted by the City to service the property. Tenant shall maintain heat in
the premises as necessary to prevent the freezing of plumbing and sprinkler
systems. Tenant shall also pay all charges for cleaning services or private
garbage service used by Tenant.

                     ARTICLE 12. NO ASSIGNMENT OR SUBLETTING

Neither Tenant nor any court officer thereof, nor any receiver or trustee in
bankruptcy shall assign or transfer this Lease or any part thereof nor shall
the premises be sublet in whole or in part, without Landlord's prior written
consent: such consent shall not be unreasonably withheld provided, however,
that Tenant, while not in default hereunder, shall have the right to sub-let
portions or sections of the premises for departments handling some of the
items ordinarily handled in the business for which the premises may be used
as provided in Article I hereinabove. Tenant shall always remain liable for
any default of any assignee, transferee or sub-tenant.

                         ARTICLE 13. REMOVAL OF FIXTURES

Provided Tenant is not in default hereunder, Tenant shall have the right on
or before the termination of this Lease, to remove any trade fixtures that
were purchased and provided by Tenant, and which are susceptible of being
removed without damage to the Building or the Premises, provided Tenant
exercises such right before this lease is terminated, and provided Tenant
furnishes Landlord in advance adequate security satisfactory to Landlord that
the Building and Premises will be restored to their original condition at
Tenant's expense immediately after such removal. This right of removal shall
not include any right to remove any heating, air conditioning, plumbing,
wiring, linoleum or carpeting, and shall not, as a matter of course, include
any fixtures that were furnished or paid for by Landlord. Any such items
remaining on the Premises or in the Building after such date of termination
shall, at Landlord's option, be deemed the property of Landlord for such
disposition as Landlord sees fit or Landlord may require Tenant to remove all
of Tenant's property.

                          ARTICLE 14. WAIVER PROVISION

The failure of Landlord to insist on strict performance of any of the terms,
conditions and covenants herein shall not be deemed to be a waiver of any
rights of remedies that Landlord may have and shall not be deemed a waiver of
any subsequent breach in the terms, conditions and covenants herein contained
except as may expressly waived.

                         ARTICLE 15. DEFAULT PROVISIONS

If: (i) Tenant shall default in payment of the rent due hereunder and such
default shall continue for a period of Ten (10) days after the due date of
the rent, Landlord will give the Tenant written notice of default and five
(5) business days following the notice to cure the default: or (ii) the
leased premises become deserted or stand vacant or are used for purpose other
than that stated in Article I herein: or (iii) Tenant be in under any
other covenant, agreement, obligation or condition of this lease and fails to
cure such default within thirty (30) days after written notice thereof from
Landlord (or if such default shall be of such a nature that it cannot be
cured completely within such thirty (30) day period. Tenant shall not have
property commenced with such thirty (30) day period and shall not thereafter
proceed with reasonable diligence and good faith to remedy such default):

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(iv) Tenant shall file a voluntary petition in bankruptcy, reorganization or
receivership, become insolvent, be adjudicated bankrupt, or make an
assignment for the benefit of creditors, or if any involuntary petition in
bankruptcy, reorganization or receivership is filed against Tenant and not
dismissed within sixty (60) days, any such event shall, at Landlord's option,
constitute a default of Tenant hereunder and Landlord, at Landlord's option
and without further notice to Tenant, which is hereby expressly waived, may
at any time declare this lease terminated and this lease shall expire as
fully and completely as if that day were the date herein originally fixed for
the expiration of the term, and Tenant shall quit and surrender the premises
to Landlord, but Tenant shall nevertheless continue to remain liable
hereunder. Landlord may at any time thereafter re-enter the leased premises
and remove all persons and property therefrom by any suitable action or
proceeding at law or in equity or by force or otherwise, without being liable
for any prosecution thereof or any damages arising therefrom and repossess and
enjoy the leased premises. Such re-entry shall not relieve Tenant of the
obligation to make the rental payments required by this Lease at the time and
in the manner provided herein. Upon such re-entry, Landlord may, but shall
not be required to, repair, alter, remodel and/or change the character of the
leased premises as Landlord may see fit and/or at any time relet the premises
in whole or in part for any period or time that the Landlord elects, whether
longer or shorter than the unexpired portion of the term of this lease, as
agent of Tenant, or otherwise, in the name of Landlord or of Tenant, as
Landlord may see fit and Landlord may receive the rents therefor, applying
the same first to the payment of such reasonable expenses as Landlord may
have incurred in entering, dispossessing, reletting, repairing or altering
the premises, and then to the fulfillment of the covenants of Tenant herein,
including but not limited to the rental payments required hereunder,
retaining any such balances until the date the term of this lease would
otherwise have expired as security for the payment of all obligations of
Tenant which may arise and be unpaid during such period. In attempting to
relet the leased premises, Landlord shall be the sole judge as to whether or
not proposed tenant is suitable and acceptable. Landlord shall not, by
receiving partial payments of rents in arrears, be deemed to have waived any
rights herein for nonpayment of rent of for any other default on the part of
Tenant.

                   ARTICLE 16. NOTICE REQUIREMENTS

All notices required or permitted by the terms of this lease shall be given
by United States registered or certified mail, addressed to Tenant c/o
Chattem, Attn: Derrill Pitts 1715 West 38th Street, Chattanooga, TN 37409 and
addressed to Tammy Development Company 4289 Bonny Oaks Drive, Suite 201,
Chattanooga, TN 37406. The date when such notice shall be deemed to have been
given shall be the date when it is deposited in the United States Mails,
postage prepaid, in accordance with the provisions of this paragraph. Any
address or addressee herein specified may be changed from time to time by
either party by written notice given to the other party as above provided,
such change or address or addressee to become effective at the expiration of
five (5) calendar days from the date of the notice of change.

                         ARTICLE 17. SURRENDER

Tenant, and Tenant's assignees and/or sub-tenants, if any, shall surrender
the premises to Landlord at the expiration of the term hereof, or any
extension hereof, or upon termination of this lease by virtue of Tenants'
default, broom clean and in good condition, damage by fire or other casualty
not caused by the negligence of Tenant, Tenant's employees, agents, officers
and invitees, excepted. If Tenant shall default in so surrendering the
premises, then Tenant's occupancy subsequent to such expiration shall be
deemed to be that of a tenant at will, and in no event from month to month,
or from year to year, subject to all of the terms, covenants and conditions
of this lease applicable thereto, and no extension or renewal of this lease
shall be deemed to have occurred by such holding over.

                          ARTICLE 18. CONDEMNATION

In the event that the term of this lease or any extension or renewal thereof
either the entire premises or the building of which the premises are a part,
or such substantial part of either as to render the remaining premises or
building untenantable, are acquired by governmental or quasi-governmental
authority by exercise of the power or eminent domain, this lease shall be
adjusted at the time possession must be surrendered to such authority for all
purposes, and prepaid or unpaid rent shall be adjusted between the parties as
of such date. In the event that only such portion of the premises or the
building is acquired by such authority by the exercise of such power as will
leave the remaining premises in a condition suitable for use by Tenant in its
business, the monthly rental payments from the date of such acquisition to
the end of the original or any extended term hereof shall be reduced in
proportion to the resulting loss of use of said premises by Tenant, but such
reduction shall not exceed Landlord's award attributable to the premises. In
the event such partial acquisition and reduction in rent, Landlord agrees to
make promptly, at Landlord's expense, all necessary alterations and repairs
which shall be required because of such partial acquisition by eminent
domain, to restore the premises to a safe and tenable condition, but only to
the extent of proceeds of condemnation make available to Landlord. Tenant
shall have no claim against Landlord or the condemning authority for any
acquisition of the leasehold interest, provided that nothing herein contained
shall in any way prejudice or interfere with any claim which Tenant may have
against the authority exercising the power of eminent domain for damages or
otherwise for destruction or interference with the business of Tenant in the
premises so long as such claim does not diminish Landlord's claim. For
purposes of this section, acquisition of all or a part of the premises by
governmental or quasi-governmental authority by means of voluntary
negotiations and contract shall be deemed to be acquisition by exercise of
the power of eminent domain.

                    ARTICLE 19. WAIVER OF SUBROGATION

Each of the parties hereto waives any and all rights to recovery against the
other or against the officers, employees, agents, representatives, of such
other party for loss of or damage to such waiving party or its property or the
property of others under its control, arising from any cause insured against
under the standard form of fire insurance policy


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                    ARTICLE 19. WAIVER OF SUBROGATION

Each of the parties hereto waives any and all rights of recovery against the
other or against the officers, employees, agents, representatives of such
other party for loss of or damage to such waiving party or its property or
the property of others under its control, arising from any cause insured
against under the standard form of fire insurance policy with all permissible
extension endorsements covering additional perils or under any other policy
of insurance carried by such waiving party in lieu thereof, provided said
waiver does not adversely affect such insurance.

                    ARTICLE 20. LEASE SUBORDINATION

Tenant agrees that its interest in the leased premises shall be and remain
subject and subordinate to the lien of any existing mortgage, deed of trust,
security instrument, or other lien applicable to the leased premises, the
property of which the leased premises are a part and/or its contents. Upon
request of Landlord, Tenant will enter into a written agreement subordinating
the lease to the lien of any future mortgage, deed of trust, security
instrument, or other lien applicable to the leased premises and any
extensions or renewals thereof and to all advances made or hereafter to be
made on the security thereof, irrespective of the date of execution or
recordation, provided that mortgagee consents that Tenant's possession of the
premises and Tenant's rights and privileges under the lease, or any renewals,
modifications, or extensions thereof shall not be diminished or interfered
with by that mortgagee and Tenant's occupancy of the premises shall not be
disturbed by that mortgagee during the term of the lease or any renewals,
modifications, or extensions thereof for so long as Tenant is not in default
(beyond any period given Tenant to cure such default) in the payment of rent
or in the performance of any of the terms, covenants, or conditions of the
lease on Tenant's part to be performed.

                        ARTICLE 21. ATTORNMENT

If, by reason of any default by Landlord as mortgagor or grantor under any
present and/or future mortgage, deed of trust security instrument, or other
lien, Landlord's equitable title or fee simple title is terminated through
foreclosure or trustee sale or otherwise at the instance of the holder of
such mortgage, deed of trust, security instrument, or other lien, Tenant
hereby agrees to attorn to the purchaser at the foreclosure or trustee sale
and will recognize such purchaser as Landlord under the lease.

                      ARTICLE 22. QUIET ENJOYMENT

Provided Tenant shall pay all rents as herein agreed and keep and perform all
of the terms, covenants and conditions hereof, Tenant shall peaceably possess
and quietly enjoy the demised premises without disturbance or interruption
subject only to the terms and conditions of this Lease.

              ARTICLE 23. RIGHTS OF SUCCESSORS AND ASSIGNS

The terms, covenants and conditions in this Lease shall apply to and inure to
the benefit of and be binding upon the parties hereto and upon their
respective executors, heirs, legal representatives, successors and assigns,
as the case may be.

                  ARTICLE 24. LANDLORD REPRESENTATIONS

The Landlord represents and warrants that:

       (i)     Landlord is the fee owner of the demised premises and has all
right, power and authority to execute, deliver and perform this lease;

       (ii)    the execution, delivery and performance of this Lease by
Landlord do not violate any provision of applicable law or any agreement,
instrument or document to which Landlord is a party or by which its assets
may be bound or affected.

                          ARTICLE 25. RECORDING

Owner and Tenant hereby agree to execute a memorandum of lease in form
satisfactory to Tenant. Tenant may, at Tenant's sole cost and expense,
promptly record such memorandum of lease in the registrar's office of the
County in which the Leased Premises are located.

                      ARTICLE 26. ESTOPPEL CERTIFICATE

Tenant agrees, with seven (7) days after written request by Landlord, to
execute, acknowledge and deliver to and in favor of any proposed mortgagee or
purchaser of the Premises, an estoppel certificate, in the form customarily
used by such proposed mortgagee or purchaser, stating, among other things (i)
whether this Lease is in full force and effect, (ii) whether this Lease has
been modified or amended and, if so, identifying and describing any such
modification or amendment, (iii) the date to which rent and other charge has
been paid, and (iv) whether the party furnishing such certificate knows of
any default on the part of the Landlord or has any claim against such
Landlord and, if so, specifying the nature of such default or claim.

                          ARTICLE 27. TERMINOLOGY

Whenever Landlord and Tenant are herein referred to, such reference shall be
construed as applying to their respective successors in interest, and in the
singular or plural number, and in the masculine, feminine or neuter gender,
whichever is properly applicable.

                                       6

<PAGE>



                           ARTICLE 28. CAPTIONS

The captions of this lease are for convenience only and are not a part of
this lease and do not in any way limit or amplify the terms and provisions of
this lease.

                       ARTICLE 29. ENTIRE AGREEMENT

This lease contains all of the agreements between the parties hereto and may
not be modified in any manner unless by agreement in writing signed by all
parties hereto or their successors in interest.




DATE         8-1-95                             DATE      7/21/95
    -------------------------------                 ---------------------------
LANDLORD: Tammy Development Company             TENANT: Chattem, Inc.


By:--------------------------------             By:----------------------------


WITNESS:                                        WITNESS:
-----------------------------------             -------------------------------


                                   7



<PAGE>

                                                                    EXHIBIT 10.2

                           COMMERCIAL LEASE

THIS LEASE, made as of the last date of execution as entered on the last page
of this agreement between TAMMY DEVELOPMENT COMPANY hereinafter referred to
as "Landlord", and CHATTEM, INC. hereinafter referred to as "Tenant".

                             WITNESSETH:

                 ARTICLE 1. PREMISES, TERM AND USE

SECTION 1. PREMISES. Landlord hereby leases to Tenant, and Tenant, hereby
leases from Landlord, in consideration of the rents to be paid and the
covenants and agreements to be performed and observed by Tenant, the
following described space of approximately 9,600 square feet known as PHASE I,
SOUTH BROAD STREET CENTER, CHATTANOOGA, TENNESSEE hereinafter referred to as
"The Premises", including the ancillary parking area and the non-exclusive
right to use the common driveway for ingress and egress.

SECTION 2. TERM. The term of the lease shall be FIVE years commencing on the
First day of FEBRUARY 1996 and ending on the last day of JANUARY 2001.

SECTION 3. PERMITTED USE. The Premises shall be used for LIGHT MANUFACTURING,
WAREHOUSING AND DISTRIBUTION and for no other use without Landlord's prior
written consent.

SECTION 4. ZONING. Landlord warrants that the premises are zoned to permit
the uses setforth in Article 1, Section 3 and are in compliance with all
applicable laws, ordinances, regulations of the United States and the State,
County and City where the premises are located. The Premises are currently
zoned M-1.

                           ARTICLE 2. RENT

SECTION 1. MINIMUM RENT. During the term of this lease, Tenant covenants and
agrees to pay the Landlord a fixed minimum rent (hereinafter called the
"Minimum Rent"), in equal monthly installments on the first day of each and
every month in advance, payable to TAMMY DEVELOPMENT COMPANY - 4289 BONNY
OAKS DRIVE, SUITE 201, CHATTANOOGA, TN 37406:

    (i)  Commencing FEBRUARY 1, 1996 and Terminating JANUARY 31, 1998 a minimum
          rent of TWENTY-SEVEN THOUSAND THREE HUNDRED SIXTY AND 00/100 DOLLARS
         ($27,360) per year payable in equal monthly installments of TWO
         THOUSAND TWO HUNDRED EIGHTY AND 00/100 DOLLARS ($2,280.00);

    (i)  Commencing FEBRUARY 1, 1998 and Terminating JANUARY 31, 2001 a minimum
         rent of TWENTY EIGHT THOUSAND EIGHT HUNDRED AND 00/100 DOLLARS
         ($28,800.00) per year payable in equal monthly installments of
         TWO THOUSAND FOUR HUNDRED AND 00/100 DOLLARS ($2,400.00);

SECTION 2. TERMINATION NOTICE. At anytime after the end of the 48th month of
the base term, both parties shall be required to provide a twelve month
advance termination notice to the other party citing its intention to
terminate the lease agreement. This condition specifically imposes an
obligation upon both parties to either terminate the lease as of January 31,
2001 or the termination date of the lease will automatically be extended in
consecutive monthly increments and the lease will continue under the same
terms and conditions, except as to the rental, until otherwise modified or
terminated in writing. The rental for the carryover term, if applicable,
commencing February 1, 2001, will be calculated based on a rate of $3.15 per
square foot, per annum.

SECTION 3. PROMPT PAYMENT WITHOUT DEMAND. Time is of the essence of this
lease and Tenant shall pay the rent herein reserved at the time and place
specified without deduction, setoff, notice, or demand. Tenant expressly
waives any and all requirements for written notice for nonpayment of rent.

                      ARTICLE 3. TAXES AND INSURANCE

SECTION 1. REAL ESTATE TAXES AND INSURANCE PREMIUMS. The landlord shall pay
all real estate taxes and assessments ("real estate taxes") and insurance
premiums imposed upon the land and building, provided,however, that Tenant
shall reimburse Landlord for the increase in its proportionate share of any
increases in the amount of real estate taxes and insurance premiums paid or
payable by Landlord on the land and building for each calendar year during
the term of this lease, and extensions, if any, over the amount which
Landlord paid for such real estate taxes (which proportionate share is hereby
agreed to be $3,345.37) and insurance premiums (which proportionate share is
hereby agreed to be $490.19). For the purpose of this Article, it shall be
presumed that any insurance premiums or taxes paid or payable will be for the
calendar year in which it becomes due and irrespective of any policy year or
period. In the event the total amount of taxes and insurance results in a net
decrease below the base year amounts, no reduction in rent below the minimum
rent set out in Article 2 will be allowed, nor will such decreases below the
base year amounts offset future increases.

SECTION 2. PROPORTIONATE  SHARE. Tenant's proportionate share of any increases
under Section 1 above shall be deemed to be 19.36 percent (%).


                                     1

<PAGE>
SECTION 3. LIMITATIONS ON INSURANCE PREMIUMS PAYABLE BY TENANT. Landlord and
Tenant agree that the insurance coverage contemplated by this Article shall
include fire and extended coverage: in an amount not to exceed the building
replacement cost and in any amount sufficient to avoid co-insurance, public
liability insurance, business interruption/rental abatement insurance, and
may include other coverage commonly included in an All Risk Insurance Policy.

SECTION 4. CONTEST OF TAX ASSESSMENT. In the event of an increase in real
estate taxes hereunder, the Landlord may contest such increase through the
appropriate proceedings (however, nothing herein shall require Landlord to
contest any increases) and Tenant agrees to pay its proportionate share of
Landlord's cost in contesting such taxes if these costs were additional taxes
in the year paid. Landlord must notify Tenant of proposed increases in taxes.
Tenant may elect to contest such increase or participate with the Landlord to
contest such increases through the appropriate proceedings. Tenant must agree
in writing to the proportionate share of Landlord's cost of contesting such
tax.

SECTION 5. PERSONAL PROPERTY TAXES. Tenant shall pay and be liable for all
taxes levied against personal property and trade fixtures placed by Tenant in
the premises and for any real estate taxes assessed as a result of Tenant's
improvements, alterations or installations.

SECTION 6. PAYMENT OF TAXES OR INSURANCE BY TENANT. The amount of taxes or
insurance premiums due from Tenant to Landlord hereunder, if any, shall be
treated as rent for all purposes of this lease and shall be payable by Tenant
to Landlord within 30 calendar days after Landlord bills Tenant for such
increases. Increases, if any, for the year during which this lease commences
or terminates shall be prorated in accordance with the length of time Tenant
occupied the premises in said year.

SECTION 7. TAX ON RENTS. Should the United States of America, the State of
Tennessee, Hamilton County, the City of Chattanooga, or any other
governmental unit or agency, whether now existing or hereafter created, be
given the power to levy and collect tax from Landlord on the rental payable
hereunder, other than general income taxes, inheritance or gift taxes. Tenant
agrees to reimburse Landlord in full for the amount of taxes so paid by
Landlord on the rentals payable under this lease. Any sums payable by Tenant
hereunder shall constitute additional rent and be included in Tenant's
monthly installment, in addition to the minimum rent, or in any payment of
additional rent.

SECTION 8. LIABILITY INSURANCE. Tenant, at Tenant's expense, shall procure
and maintain throughout the term of this lease public liability insurance
covering the premises, and the use and occupancy of same, including any
adjoining sidewalks, and parking areas, in a company or companies acceptable
to Landlord and licensed to do business in Tennessee under a policy
satisfactory in form to Landlord, naming Hudson Companies Incorporated, as
Landlord, as an additional insured, with limits of not less than $500,000.00
combined single limit. The policy or policies shall contain the provision
that they may not be canceled without first giving Landlord not less than
fifteen (15) days prior written notice. Duplicate policies or certificates of
all insurance shall be delivered to Landlord not less than five (5) days
prior to each effective date.

SECTION 9. PERSONAL PROPERTY INSURANCE. It shall be Tenant's sole
responsibility to insure and keep insured, at Tenant's expense, all personal
property which is owned by the Tenant, or any other authorized occupant of
the leased premises, and which is placed or stored in the leased premises or
elsewhere in the building of which they are a part: and it is agreed that
Landlord shall have no responsibility to effect such insurance.

                            ARTICLE 4. USES PROHIBITED

The premises and all buildings and improvements thereon shall, during the
term of this lease, be used only and exclusively for the purposes set fort in
Article 1, Section 3, and no part of the premises or improvements thereon
shall be used in any manner whatsoever for any purposes in violation of the
laws, ordinances, regulations or orders of the United States, or of the
State, County and/or City where the premises are located, or of any duly
constituted subdivision, department or board thereof. Tenant shall not
knowingly use or occupy the premises or any part thereof, or suffer or permit
the same to be used or occupied for any business or purpose deemed extra
hazardous on account of fire or otherwise: and if by reason of the use and
occupancy of the premises, the policy covering the premises (Fire Insurance,
Extended Coverage or Liability) is to be canceled or the rate of said
insurance shall be increased, the Landlord shall have the option of
terminating this lease, or on demand, Tenant will pay to Landlord the amount
of such increase (but such increase in the rate of insurance shall not be
deemed a breach of this covenant by Tenant). Tenant covenants and agrees that
Tenant will not create or maintain, or permit others to create or maintain,
any nuisances, including without limiting the foregoing language, loud
noises, sound effects, offensive odors, smoke or dust in or about the leased
premises, Tenant shall comply in all respects with all applicable federal,
state and local laws, rules regulations and orders including without
limitation, those relating to pollution, reclamation or protection of the
environment, including laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, or hazardous or toxic
materials or waste into the air, water, or land, or otherwise relating to the
manufacture, processing distribution, use, treatment, storage disposal,
transport or handling of pollutants, contaminants or hazardous or toxic
materials or wastes. Tenant shall indemnify, defend and hold Landlord
harmless from and against any loss, cost damage or expense, including without
limitation, attorney's fees and costs of site investigation and clean up,
incurred by or imposed upon landlord as a result of the breach by Tenant of
its obligations in this Article 4.

                                       2


<PAGE>



                 ARTICLE 5. CONDITION AND CARE OF PREMISES

Tenant acknowledges that he has examined the leased premises and accepts them
as being in good condition and state of repair and that the capacity of the
mechanical equipment (electrical, plumbing, heating and air conditioning), if
any, is of adequate capacity for Tenant's use, and Landlord does not warrant
their condition in any respect. Tenant, at his own expense, shall keep the
premises clean, neat, and free from trash and rubbish, and shall not commit,
or permit others to commit any waste, damage, or injury to the leased premises
or the building by Tenant, invitees, or other persons whom Tenant permits to
be in or about the leased premises. Tenant shall use reasonable diligence to
keep the sidewalks adjoining the premises, if any, free from ice and snow and
at all times broom clean and free of trash, litter, or obstructions of any kind.
Tenant agrees to maintain a fully charged dry chemical fire extinguisher of
adequate capacity of use within the premises.

             ARTICLE 6. MAINTENANCE, REPAIRS, AND ALTERATIONS

SECTION 1. OBLIGATIONS OF TENANT. Except for the repairs required of Landlord
pursuant to Sections 2 of this Article 6, Tenant shall repair and maintain
the Demised Premises, inside in good order, condition, and repair (including
any such replacement and restoration as is required for that purpose) without
limitation, interior painting, all plate glass, windows, doors, hardware,
plumbing fixtures, electric fixtures and equipment, light fixtures, bulbs &
ballasts, the heating, ventilating, and air conditioning systems, walls,
floors, floor coverings, ceilings and all machinery, equipment and facilities
forming apart of the Premises. Should Tenant fail to make any repairs or
restoration for which Tenant is responsible under this lease, Landlord may,
but will not be obligated to, make same at Tenant's expense, and the cost
thereof shall be considered additional rent due hereunder payable immediately.

SECTION 2. OBLIGATIONS OF LANDLORD. Except for any repairs necessitated by
the negligent act or omission of Tenant, its agents, servants, or invitees,
or by any unusual use of the Premises by Tenant, Landlord shall repair and
maintain in good order and condition and replace when necessary the
electrical wiring, plumbing pipes, sprinkler systems, roof and structural
portions of the building, including, but not limited to, bearing walls,
foundations, roof, and all outside appurtenances to the building.

SECTION 3. ALTERATIONS AND ADDITIONS. Tenant shall not make any alterations
or additions to the premises without Landlord's prior written consent.
Landlord shall not be liable for the cost of any alterations or additions,
all of which are hereinafter referred to in this paragraph as "alterations"
made by Tenant, and Tenant shall indemnify and save Landlord harmless on
account of claims for mechanic's materialmen's or other liens in connection
with any alterations made by Tenant, and any such liens shall exist only
against Tenant's leasehold interest, and not against Landlord's interest,
whether in fee or otherwise. Upon Landlord's request, Tenant shall provide
Landlord a waiver of lien from any contractor performing work on the
Premises. All alterations made by Tenant shall be in full compliance with all
applicable building laws, ordinances and regulations. All alterations that
may be made by either of the parties shall inure to Landlord's benefit and
shall become a part of the premises and shall belong to Landlord absolutely
as soon as made.

                       ARTICLE 7. INDEMNIFICATION

Landlord shall not be liable for any loss, damage or injury to person or
property occurring, except due to the gross negligence or intentional conduct
of the landlord or its agents, in or about the premises, and Tenant shall
indemnify and hold Landlord harmless from any and all such injuries and
damages, and shall defend any claims or legal actions arising, therefrom, and
pay all judgements resulting therefrom and shall reimburse Landlord for all
costs and expenses, including attorney's fees, paid or incurred by landlord
as a result thereof. Without in any way limiting the general language of the
sentence immediately proceeding, Landlord shall not be liable for loss of or
damage to any property at any time located in or about the premises, whether
or not Tenant is the owner hereof, including, but not limited to, any loss,
damage or injury resulting from steam, gas or electricity, or from water,
rain, snow, ice or other substance which may leak into, or issue or flow from
any part of the premises or from the pipes or plumbing work of the premises,
or from or into any other place or quarter. Landlord shall be under no
liability to Tenant on account of any discontinuance of heat, electricity,
sewer, water, air conditioning, sprinkler, gas and/or other utility,
convenience, service or facility, however such discontinuance may be caused,
and shall be under no obligation to see that such discontinuance is
rectified, and no such discontinuance shall constitute conservative eviction
or any ground for termination of this lease by Tenant. Landlord shall
indemnify Tenant and hold Tenant harmless from any and all losses, damages
and injuries resulting from the gross negligence of the Landlord or its
agents, and shall defend any claims or legal actions arising therefrom and
shall reimburse Tenant for all costs and expenses, including attorney fees,
paid or incurred by Tenant as a result thereof.

         ARTICLE 8. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY

If at any time the premises becomes totally untenantable by reason of damage
or loss by fire or other casualty and such fire or other casualty shall not
have been caused by the negligence or wrongful act or omission of Tenant,
Tenant's servant, agents, licensees or invitees, the rent shall abate until
the premises have been restored to tenantable condition, but nothing herein
is to be constructed as requiring Landlord to rebuild or restore the
premises. In the event of a loss from fire or other casualty, Landlord shall
have the election not to rebuild or recondition the premises which such
election may be exercised by written notice thereof to Tenant, given within
thirty (30) days from the date of said loss. For purposes of this Article 8,
"totally untenantable" shall mean that the premises had been damaged to the
extent that the interior of the premises and the contents therein are exposed
to the elements.


                                     3

<PAGE>

If Landlord exercises such election, this lease shall cease and terminate,
effective on the date of such loss, and Tenant shall pay the accrued rent up
to the date of such loss, or Landlord, if the rent has been paid beyond such
date, will refund to Tenant the proportionate part of any such rent prepaid,
and thereupon this lease shall become null and void, without further
obligations on the part of either party hereto, even though the building may
at a later date be rebuilt, restored or reconditioned.

                             ARTICLE 9. SIGNS

Except for the existing signs, no signs shall be constructed or painted on
the windows, outside walls, roof or exterior of the premises without the
prior written consent of Landlord.

                ARTICLE 10. LANDLORD'S RIGHT TO GO ON PREMISES

Tenant shall permit Landlord and/or Landlord's agents or employees at all
reasonable hours to enter the Premises and examine them or to show them to
persons wishing to rent or purchase the same, or to make repairs,
alternations, or other work thereto, taking any space needed therefor, and no
compensation shall be asked or claim made by Tenant by reason of any
inconvenience or annoyance arising from anything that may be done in
repairing, altering, working on or protecting the Premises or Building of
which same may be a part, however, the necessity may arise, but this
paragraph shall not be construed as imposing any duty on Landlord to make any
repairs, alterations or additions. Tenant shall permit Landlord and/or
Landlord's agents, but only during the four months preceding the termination
of this Lease, to place upon the windows, walls or doors of the premises "FOR
SALE" and/or "FOR RENT" signs, and allow the same to remain there without
molestation and without any claim being made by Tenant for compensation on
account thereof.

                     ARTICLE 11. UTILITIES AND SERVICES

Tenant shall pay for all gas, electricity, heat, water, sewer charges, and
all other utilities used on or about the Premises, and shall pay any charges
of any company furnishing water or pressure for any sprinkler system, fire
hydrants or standpipe serving the premises. Tenant shall pay its
proportionate share of all special assessments imposed by any governmental
entity on the Premises including, but not limited to, the Storm Water Fee
instituted by the City to service the property. Tenant shall maintain heat in
the premises as necessary to prevent the freezing of plumbing and sprinkler
systems. Tenant shall also pay all charges for cleaning services or private
garbage service used by Tenant.

                     ARTICLE 12. NO ASSIGNMENT OR SUBLETTING

Neither Tenant nor any court officer thereof, nor any receiver or trustee in
bankruptcy shall assign or transfer this Lease or any part thereof nor shall
the premises be sublet in whole or in part, without Landlord's prior written
consent: such consent shall not be unreasonably withheld provided, however,
that Tenant, while not in default hereunder, shall have the right to sub-let
portions or sections of the premises for departments handling some of the
items ordinarily handled in the business for which the premises may be used
as provided in Article I hereinabove. Tenant shall always remain liable for
any default of any assignee, transferee or sub-tenant.

                         ARTICLE 13. REMOVAL OF FIXTURES

Provided Tenant is not in default hereunder, Tenant shall have the right on
or before the termination of this Lease, to remove any trade fixtures that
were purchased and provided by Tenant, and which are susceptible of being
removed without damage to the Building or the Premises, provided Tenant
exercises such right before this lease is terminated, and provided Tenant
furnishes Landlord in advance adequate security satisfactory to Landlord that
the Building and Premises will be restored to their original condition at
Tenant's expense immediately after such removal. This right of removal shall
not include any right to remove any heating, air conditioning, plumbing,
wiring, linoleum or carpeting, and shall not, as a matter of course, include
any fixtures that were furnished or paid for by Landlord. Any such items
remaining on the Premises or in the Building after such date of termination
shall, at Landlord's option, be deemed the property of Landlord for such
disposition as Landlord sees fit or Landlord may require Tenant to remove all
of Tenant's property.

                          ARTICLE 14. WAIVER PROVISION

The failure of Landlord to insist on strict performance of any of the terms,
conditions and covenants herein shall not be deemed to be a waiver of any
rights of remedies that Landlord may have and shall not be deemed a waiver of
any subsequent breach in the terms, conditions and covenants herein contained
except as may expressly waived.

                         ARTICLE 15. DEFAULT PROVISIONS

If: (i) Tenant shall default in payment of the rent due hereunder and such
default shall continue for a period of Ten (10) days after the due date of
the rent, Landlord will give the Tenant written notice of default and five
(5) business days following the notice to cure the default: or (ii) the
leased premises become deserted or stand vacant or are used for purpose other
than that stated in Article I herein: or (iii) Tenant be in under any
other covenant, agreement, obligation or condition of this lease and fails to
cure such default within thirty (30) days after written notice thereof from
Landlord (or if such default shall be of such a nature that it cannot be
cured completely within such thirty (30) day period. Tenant shall not have
property commenced with such thirty (30) day period and shall not thereafter
proceed with reasonable diligence and good faith to remedy such default):

                                     4

<PAGE>

such thrity (30) day period, Tenant shall not have properly commenced with
such thrity (30) day period and shall not thereafter proceed with reasonable
diligence and good faith to remedy such default); (iv) Tenant shall file a
voluntary petition in bankruptcy, reorganization or receivership, become
insolvent, be adjudicated bankrupt, or make an assignment for the benefit
of creditors, or if any involuntary petition in bankruptcy, reorganization or
receivership is filed against Tenant and not dismissed within sixty (60) days,
any such event shall, at Landlord's option, constitute a default of Tenant
hereunder and Landlord, at Landlord's option and without further notice to
Tenant, which is hereby expressly waived, may at any time declare this lease
terminated and this lease shall expire as fully and completely as if that day
were the date herein originally fixed for the expiration of the term, and
Tenant shall quit and surrender the premises to Landlord, but Tenant shall
nevertheless continue to remain liable hereunder. Landlord may at any time
thereafter re-enter the leased premises and remove all persons and property
therefrom by any suitable action or proceeding at law or in equity or by force
or otherwise, without being liable for any prosecution thereof or any damages
arising therefrom and repossess and enjoy the leased premises. Such re-entry
shall not relieve Tenant of the obligation to make the rental payments required
by this Lease at the time and in the manner provided herein. Upon such re-entry,
Landlord may, but shall not be required to, repair, alter, remodel and/or change
the character of the leased premises as Landlord may see fit and/or at any time
relet the premises in whole or in part for any period or time that the Landlord
elects, whether longer or shorter than the unexpired portion of the term of
this lease, as agent of Tenant, or otherwise, in the name of Landlord or of
Tenant, as Landlord may see fit and Landlord may receive the rents therefor,
applying the same first to the payment of such reasonable expenses as Landlord
may have incurred in entering, dispossessing, reletting, repairing or altering
the premises, and then to the fulfillment of the covenants of Tenant herein,
including but not limited to the rental payments required hereunder, retaining
any such balances until the date the term of this lease would otherwise have
expired as security for the payment of all obligations of Tenant which may
arise and be unpaid during such period. In attempting to relet the leased
premises, Landlord shall be the sole judge as to whether or not proposed
tenant is suitable and acceptable. Landlord shall not, by receiving partial
payments of rents in arrears, be deemed to have waived any rights herein for
nonpayment of rent of for any other default on the part of Tenant.

                   ARTICLE 16. NOTICE REQUIREMENTS

All notices required or permitted by the terms of this lease shall be given
by United States registered or certified mail, addressed to Tenant c/o
Chattem, Attn: Derrill Pitts 1715 West 38th Street, Chattanooga, TN 37409 and
addressed to Tammy Development Company 4289 Bonny Oaks Drive, Suite 201,
Chattanooga, TN 37406. The date when such notice shall be deemed to have been
given shall be the date when it is deposited in the United States Mails,
postage prepaid, in accordance with the provisions of this paragraph. Any
address or addressee herein specified may be changed from time to time by
either party by written notice given to the other party as above provided,
such change or address or addressee to become effective at the expiration of
five (5) calendar days from the date of the notice of change.

                         ARTICLE 17. SURRENDER

Tenant, and Tenant's assignees and/or sub-tenants, if any, shall surrender
the premises to Landlord at the expiration of the term hereof, or any
extension hereof, or upon termination of this lease by virtue of Tenant's
default, broom clean and in good condition, damage by fire or other casualty
not caused by the negligence of Tenant, Tenant's employees, agents, officers
and invitees, excepted. If Tenant shall default in so surrendering the
premises, then Tenant's occupancy subsequent to such expiration shall be
deemed to be that of a tenant at will, and in no event from month to month,
or from year to year, subject to all of the terms, covenants and conditions
of this lease applicable thereto, and no extension or renewal of this lease
shall be deemed to have occurred by such holding over.

                          ARTICLE 18. CONDEMNATION

In the event that the term of this lease or any extension or renewal thereof
either the entire premises or the building of which the premises are a part,
or such substantial part of either as to render the remaining premises or
building untenantable, are acquired by governmental or quasi-governmental
authority by exercise of the power or eminent domain, this lease shall be
adjusted at the time possession must be surrendered to such authority for all
purposes, and prepaid or unpaid rent shall be adjusted between the parties as
of such date. In the event that only such portion of the premises or the
building is acquired by such authority by the exercise of such power as will
leave the remaining premises in a condition suitable for use by Tenant in its
business, the monthly rental payments from the date of such acquisition to
the end of the original or any extended term hereof shall be reduced in
proportion to the resulting loss of use of said premises by Tenant, but such
reduction shall not exceed Landlord's award attributable to the premises. In
the event such partial acquisition and reduction in rent, Landlord agrees to
make promptly, at Landlord's expense, all necessary alterations and repairs
which shall be required because of such partial acquisition by eminent
domain, to restore the premises to a safe and tenable condition, but only to
the extent of proceeds of condemnation made available to Landlord. Tenant
shall have no claim against Landlord or the condemning authority for any
acquisition of the leasehold interest, provided that nothing herein contained
shall in any way prejudice or interfere with any claim which Tenant may have
against the authority exercising the power of eminent domain for damages or
otherwise for destruction or interference with the business of Tenant in the
premises so long as such claim does not diminish Landlord's claim. For
purposes of this section, acquisition of all or a part of the premises by
governmental or quasi-governmental authority by means of voluntary
negotiations and contract shall be deemed to be acquisition by exercise of
the power of eminent domain.

                                    5

<PAGE>

                    ARTICLE 19. WAIVER OF SUBROGATION

Each of the parties hereto waives any and all rights of recovery against the
other or against the officers, employees, agents, representatives of such
other party for loss of or damage to such waiving party or its property or
the property of others under its control, arising from any cause insured
against under the standard form of fire insurance policy with all permissible
extension endorsements covering additional perils or under any other policy
of insurance carried by such waiving party in lieu thereof, provided said
waiver does not adversely affect such insurance.

                    ARTICLE 20. LEASE SUBORDINATION

Tenant agrees that its interest in the leased premises shall be and remain
subject and subordinate to the lien of any existing mortgage, deed of trust,
security instrument, or other lien applicable to the leased premises, the
property of which the leased premises are a part and/or its contents. Upon
request of Landlord, Tenant will enter into a written agreement subordinating
the lease to the lien of any future mortgage, deed of trust, security
instrument, or other lien applicable to the leased premises and any
extensions or renewals thereof and to all advances made or hereafter to be
made on the security thereof, irrespective of the date of execution or
recordation, provided that mortgagee consents that Tenant's possession of the
premises and Tenant's rights and privileges under the lease, or any renewals,
modifications, or extensions thereof shall not be diminished or interfered
with by that mortgagee and Tenant's occupancy of the premises shall not be
disturbed by that mortgagee during the term of the lease or any renewals,
modifications, or extensions thereof for so long as Tenant is not in default
(beyond any period given Tenant to cure such default) in the payment of rent
or in the performance of any of the terms, covenants, or conditions of the
lease on Tenant's part to be performed.

                        ARTICLE 21. ATTORNMENT

If, by reason of any default by Landlord as mortgagor or grantor under any
present and/or future mortgage, deed of trust security instrument, or other
lien, Landlord's equitable title or fee simple title is terminated through
foreclosure or trustee sale or otherwise at the instance of the holder of
such mortgage, deed of trust, security instrument, or other lien, Tenant
hereby agrees to attorn to the purchaser at the foreclosure or trustee sale
and will recognize such purchaser as Landlord under the lease.

                      ARTICLE 22. QUIET ENJOYMENT

Provided Tenant shall pay all rents as herein agreed and keep and perform all
of the terms, covenants and conditions hereof, Tenant shall peaceably possess
and quietly enjoy the demised premises without disturbance or interruption
subject only to the terms and conditions of this Lease.

              ARTICLE 23. RIGHTS OF SUCCESSORS AND ASSIGNS

The terms, covenants and conditions in this Lease shall apply to and inure to
the benefit of and be binding upon the parties hereto and upon their
respective executors, heirs, legal representatives, successors and assigns,
as the case may be.

                  ARTICLE 24. LANDLORD REPRESENTATIONS

The Landlord represents and warrants that:

       (i)     Landlord is the fee owner of the demised premises and has all
right, power and authority to execute, deliver and perform this lease;

       (ii)    the execution, delivery and performance of this Lease by
Landlord do not violate any provision of applicable law or any agreement,
instrument or document to which Landlord is a party or by which its assets
may be bound or affected.

                          ARTICLE 25. RECORDING

Owner and Tenant hereby agree to execute a memorandum of lease in form
satisfactory to Tenant. Tenant may, at Tenant's sole cost and expense,
promptly record such memorandum of lease in the registrar's office of the
County in which the Leased Premises are located.

                      ARTICLE 26. ESTOPPEL CERTIFICATE

Tenant agrees, with seven (7) days after written request by Landlord, to
execute, acknowledge and deliver to and in favor of any proposed mortgagee or
purchaser of the Premises, an estoppel certificate, in the form customarily
used by such proposed mortgagee or purchaser, stating, among other things (i)
whether this Lease is in full force and effect, (ii) whether this Lease has
been modified or amended and, if so, identifying and describing any such
modification or amendment, (iii) the date to which rent and other charge has
been paid, and (iv) whether the party furnishing such certificate knows of
any default on the part of the Landlord or has any claim against such
Landlord and, if so, specifying the nature of such default or claim.

                          ARTICLE 27. TERMINOLOGY

Whenever Landlord and Tenant are herein referred to, such reference shall be
construed as applying to their respective successors in interest, and in the
singular or plural number, and in the masculine, feminine or neuter gender,
whichever is properly applicable.

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                          ARTICLE 27. TERMINOLOGY

Whenever Landlord and Tenant are herein referred to, such reference shall be
contrued as applying to their respective successors, and in the singular or
plural number, and in the masculine, feminine or neuter gender, whichever is
properly applicable.

                           ARTICLE 28. CAPTIONS

The captions of this lease are for convenience only and are not a part of
this lease and do not in any way limit or amplify the terms and provisions of
this lease.

                       ARTICLE 29. ENTIRE AGREEMENT

This lease contains all of the agreements between the parties hereto and may
not be modified in any manner unless by agreement in writing signed by all
parties hereto or their successors in interest.




DATE         8-1-95                             DATE      7/21/95
    -------------------------------                 ---------------------------
LANDLORD: Tammy Development Company             TENANT: Chattem, Inc.


By:--------------------------------             By:----------------------------


WITNESS:                                        WITNESS:
-----------------------------------             -------------------------------


                                   7



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